Tracks 1-9 comprise "Happy Tape", a found sound project. The remainder contains "The Inconceivable Excursions of Captain Spacerocket in the 24th Century".

Joseph C. Krause writes:

In 2002. I found a cassette at Sunshine Thrift Store in Clinton Township, Michigan containing an hour-long audio letter from 1978. The family who recorded it had moved from Michigan to Florida and decided to fill the tape each morning with excerpts of their lives during a visit by their grandchildren. Paul and I attempted to contact the family and were unable to find them, but were charmed by their personality and started conceiving music for their conversations. Years later, Paul was finally able to find and contact Tommy, who was 16 when the tape was recorded. He was happy to hear the recording of his family again and as an added bonus, did not sue us for putting them all on an album.

Before making the album, we asked "Weird Al" Yankovic to write a motif in our notation book that we could use for a larger work. This motif was the jumping-off point for Paul's compositions.

The second half of the album was a side project with Jesse Barnes. I had seen a "Female Vocalist Wanted" sign at the record store, and although I was neither of these, called the number on the poster because the list of influences included Beethoven, Danny Elfman and Mr. Bungle. The two of us almost immediately embarked on the collaboration that became "Captain Spacerocket". Although we haven't collaborated much since then, Jesse's grandmother appears in the 2010 "Unreason" film.

Another component of "Spacerocket" comes from Lou Houchin, who sings the part of "Major Klepto". Lou was the primary founding member of the improv comedy troupe I was in from 1998-2000 called Mr. Rogers' Sweatshop. He had developed the concept for a never-realized sci-fi improv show called "Major Klepto in the 24th Century", for which I wrote the theme music heard on this album. So "Spacerocket" is not only an offshoot of the "Unibrows" uni-verse, but also that of Mr. Houchin and Mr. Rogers' Sweatshop.

These two works have elsewhere been digitally released separately with bonus tracks, because only recently have PDF booklets become widespread, so if you like this album there are a few more tracks floating around iTunes.